Member Info for investor33

* how the funds will be used.

Just to be clear - I've defended both MB and the company many times on here from the bashers. And frankly over 6 years now I've probably shown more loyalty to the company than has been sensible in such a cut throat area of business. Shareholders who have been invested for quite a few years have been the basic reason why this company has survived up to now - let's get that point straight. And it's the reason why the company have been able to pay out 2m or whatever it has been in annual wages, including the CEOs considerable pay package.

Therefore it's entirely fair and reasonable for me to want to know why the raise was timed the way that it was. I'm not questioning the raise itself or who the funds will be used, just to clear up a misunderstanding which Ten Bag seemed to have in relation to what I posted yesterday. And I realise that the rationale behind the timing couldn't be released prior to or in the RNS. However now I want to know why the timing was the way that it was.

Why I want to understand this is for the following reasons ;

1) The directors under IOM company law have a fiduciary duty at all times to act in the best interests of all stakeholders in the company, including its shareholders. There's also an ethical aspect to to this, in terms of the moral debt which the company owes to loyal investors who to date have mainly financed the company with their hard earned cash.

2) The raise was for some reason timed at an historical share price low, despite the price action having bounced around all year to date between the winter low of around 1.2p and the top of the range of around 2.3p, which to date it has hit no less than 3 times this year.

3 ) Had the raise been time around the 2.3p level, then with the discount the raise could easily have been at about 1.5p. This way there could have been either roughly half the dilution, or otherwise nearly twice as much raised for the same number of new shares issued, which helps to better offset the extra dilution.

4) Had the raise been say at 1.5p, then there's every chance that the share price would have recovered quickly afterwards in the 2ps, and hence we would never have got near the current ( ridiculous ) mcap. Presumably such a low current mcap might well encourage low ball opportunistic offers for either Heron or a takeover, even if they are rejected by the Board ?

Continued on next post.....

It was only 6 weeks ago that the share price was 2.3p, so that's why I want to know when a decision was made to raise. They can tell us that after the RNS has happened.

TenBag ; I'm fine about what the money is earmarked for.

That's not the issue though - the issue is why the raise had to be done at the low of the year, given that three times in 2025 the share price had hit 2.3p and was clearly in a range. It resulted in twice as much dilution and all existing shareholders taking a bigger hit than would have been the case had they raised at or near the top of the range.

Due diligence surely means watching price movement over the previous few months like a hawk in order to pick the optimum time to execute the raise. In the past it has usually happened straight after major positive news has spiked the share price up sharply. Like after the local consent last year was granted for example.

Shareholders have every right to know what the "reacting to events " has been if that is indeed the case.

If it was decided weeks or months ago to raise them it needs to be clarified to the shareholders why it was thought best to raise at a historically low price. As far as I'm aware this has never happened before. Only by explaining this properly can it become clear how the directors were complying with their fiduciary duty under. iOM company law to have been acting in the best interests of their shareholders.

A "fiduciary duty" does not extend to those to those thinking of buying shares for the first time by the way....

Some shareholders may be buying at 0.8p however because of limited funds and having already committed financially to a large holding at much higher prices, they may not be able to buy enough to significantly average down much. Their interests count as well.

They had three opportunities this year to raise when the share price was around 2.3p by the way. It was obvious that the share price action was in a range up to the time of the raise.

For the first time I'm going to be writing to MB by the way. I want some answers....

Hamm - I've been looking into IOM company law in terms of fiduciary duty, and it's the same as UK company law. Directors have to act in the best interests of all stakeholders and must exercise due diligence, skill and care.

That's why I want to know when the decision was made to raise, as the timing based on the share price action for the year up to that point really couldn't have been any worse for existing shareholders who aren't averaging down, or are not able to.

Hamm - not really, as I don't know exactly how much cash they needed in order to do this programme. I suspect that it's costing more than the 30% which PC are withholding.

I'm just wondering whether the share price hitting a historical low triggered a snap decision to raise - the thinking being that raising 33% below the historical low was guaranteed to make the raise successful and very likely oversubscribed, as turned out to be the case ?

It puzzles me, as I can't help but wonder whether raising so low might make the company more vulnerable to a hostile takeover at a desultory offer price ? If many LTHs have averaged down significantly and a load of newbies have bought in at 0.8p then it makes me wonder if it does make the company more vulnerable. I'm glad that Petrovis' hold a big chunk of the company - I wish it was more.

I gave MB the benefit of doubt over that comment he made before the 2024 raise on the lines of " we are fully funded until next year " and then they raised soon after. Now however I'm questioning whether that was on fact a breach of a fiduciary duty under section 172 of the Companies Act, in the sense that it may have misled existing shareholders.

I think it's high time that there was an investor presentation and Q&A session again.

How about an investor petition is started to push for this to happen asap ? There are a lot of questions which need to be answered.

,* say

Hamm ; changing the CEO certainly worked for RR.

I imagine that RR investors who bought at day £4 in 2018 or whenever we're the subject of taunts and Armageddon spiel when the share price collapsed to 30p or so when COVID hit. They changed the CEO and right now those shareholders would be about 150% in profit...

Mullins - yep, a fiduciary duty under section 172 of the 2006 Companies Act.

Effectively they decided to raise at the bottom of a well defined range which had been in place since the start of the year.

So the million dollar question is whether they had already decided to raise by the end of May when the share price was 2.3p and at the top of the range ?

Section 172 of the 2006 Companies Act.

RG : as an officer of a UK registered limited company, MB and all its officers have a legal duty to act at all times in the best interests of the company's shareholders. That's basic UK company law. I should know - I've been an officer of several limited companies.

* what

Abzzba : they flood the board with lies anyway. And the more you engage with them and are triggered by their taunts the more active on here they become.

Why hasn't been done yet is everybody filtering them.